Ascending and Transcending, Inch by Inch
by AkumaKami64
Summary: Twilight Sparkle is an old soul: She has lived over and over again, forgetting every time she restarts. But each time, she gets a bit farther and the world improves with her. In this cycle, she became an Alicorn for the first time. Now she has new options open to her. One involves keeping some of her memories...while everything else resets. Inspired by Clicker Heroes and Gamer fics
1. The Bottomless Teacup

Ascending and Transcending, Inch by Inch

Disclaimer: I don't own MLP

Summary: Twilight Sparkle is an old soul: She has lived over and over again, forgetting every time she restarts. But each time, she gets a bit farther and the world improves with her. In this cycle, she became an Alicorn for the first time. Now she has new options open to her. One involves keeping some of her memories...while everything else resets. Inspired by Clicker Heroes and Gamer fic

Regular Speak

 _Thoughts and Flashbacks_

 **Demonic or Animalistic Speak**

 _ **Demonic or Animalistic Thoughts**_

Fourth Princess of the Equestrian Nation, Monarch of Friendship, Steward of Magic, and numerous other titles that came with being a hero-princess. The mare holding these titles currently sat alone in her crystalline castle, resting upon her throne while scowling at the feeling that something was off. It was no one thing setting her off: The way the sound of the wind seemed to blow in a strange manner…the way echoes in the hall were softer yet reached farther…the way her tea never seemed to run dry or get cold.

"Discord!" She called out suspiciously, loudly.

With a poof, the floating Draconequus appeared, "Ello, Princess! What can I-WOW!" Discord started off in greeting, moving aside as a beam of Alicorn magic almost fried him, "Now that wasn't very nice, Twilight! Or am I missing something about Friendship involving friends blasting each other?" Discord asked in disapproval, hands on his hips.

"Who are _you_?" Twilight asked bluntly, ignoring his comment.

"Do you need your eyes checked? I'm Discord! You called me here!" He reminded with a pout.

Twilight looked massively unimpressed, "You know, whoever you are, you're very bad at this," She said off-hoofedly, "If you had picked another target to imitate, you might have had more luck, but this is just pathetic," She said evenly, glaring steadily at him.

"Oh really? And what, pray tell, makes you think I'm a fake?" Discord asked with a raised eyebrow.

"For one thing, the real Discord would have plucked out my eyes and examined them himself or something else equally absurd and impossible," Twilight said calmly, drinking her never-ending tea again as the Maybe-Not-Discord eyed her warily, "You popping in normally was a bit of a stretch too, but he does do that from time to time."

"Well, **maybe** I just knew how serious it must be for you to be calling me so sternly- you're not exactly the spoiled, pompous type," "Discord" countered indignantly.

"Ha! And that just further proves you're not Discord. He would have sensed exactly what I'm sensing now and would have mocked me for taking so long- or something to that effect- when he first arrived. You act ignorant of the strangeness that Discord would sense. Let's not even get into the topic of what Discord would have done if I attacked him like I did you," She explained condescendingly.

The Potential-Fake glared at the princess, but offered no counter.

"However, the thing that really gave you away? Discord once confided in me he takes pride that, no matter how he may alter the structure or proportion of his form, he has always had those limbs in the same place," Twilight answered condemningly, eyeing his form, "So, barring briefly for a reference or joke I couldn't understand, Discord would never change which side each of his wings were on, or his hind legs for that matter. Oh, and your scleras aren't the right shade. His are far less pale a yellow than that," She finished off.

"...By the Ancients, you are way too smart nowadays," The False Discord said in surprise, looking to the side, "Discord! Please in get here before Twilight kills me!"

"I told you, this wasn't a good time for this," Discord said...his back now under Twilight with his head on the Cutie-Map.

"See! This is how Discord enters the room: Illogically, Invasively, and Casually. If he doesn't, he's either not Discord or he's being coy because he already has a prank set up," Twilight said pointedly as the Imposter crossed his arms with a pout.

"You know me so well!" Discord said with a sniffle, blowing his nose loudly on a handkerchief that looked suspiciously like a piece of Celestia's Mane, while bubblegum bubbles in the shape of Rainbow Dash emerged, zipping around the room, popping against the crystals.

Twilight sighed, a bit relieved by his antics for once, "So...Discord? What's going on?" She asked curiously.

"Small picture?" Discord said, making a picture appear and float just behind his head...A framed picture of themselves, right then, in the throne room…it was even moving as they did. Twilight glanced to the side, trying to see if anything was recording them, but found nothing, "You're in an environmental time loop of sorts. You can still move freely, but everything inanimate keeps restoring to the way it was before. Luckily it's not a true loop, so this-," He paused, the picture rewinding itself before playing as the Picture-Twilight called for Picture-Discord, and attacked the Picture-Impostor, "-Isn't happening. Instead, this is," He said, flicking the tea cup off the table, making it break on the floor...before reappearing back on the map, fully repaired, the other cup gone.

"Fascinating. I could get a lot of things done with a spell like this," Twilight mused with interest, though her expression remained stern. With a hum, she grasped the photo with her magic and...stretched it out, the frame expanding, "...I take it this is the big picture?" She guessed with curious eyes.

"You learn so fast," Discord said in mock-pride, wiping away a fake tear-which the Alicorn Princess was betting on being lemonade- as Twilight tried to take in the big picture...

...It was rather strange and hard to understand. She saw roughly drawn, outlined images of herself in dozens of little moving pictures. Yet, none of them she remembered doing and all seemed to be prior to her being an Alicorn, due to the lack of wings. One was her carrying Rainbow Dash on her back into a cave, another had her in some kind of armor while fighting what were either thestrals or vamponies. She spied herself in a mage's robes overlooking what was either a huge assembly of creatures or a huge battle and even one with her battling a dragon with a sword. It wasn't a huge dragon, but still.

A rather haunting image was one with her lying broken before Discord on his old throne.

To Twilight's credit, she didn't look too disturbed by this. It vaguely reminded her of the Astral Realm when she became an Alicorn, she looked back to the Fake Discord with a scowl, "I would appreciate it if you stop taking my friend's form," She commented, still on Discord's back. Honestly, it felt like a good idea to stay close to him at the moment, as she still didn't trust this imposter.

"What the hell is up with her, is she on her period?" The Impostor asked with a scowl, prompting even Discord to look unamused. "Okay, okay! Geeze, can you at least tell her that I'm not an enemy or anything?" He requested in resignation.

"He's not a threat," Discord answered honestly, chin in paw, "But he is the one that engaged this ability of yours."

"Of mine?" Twilight asked skeptically, "Since when can I loop time on my own?"

"Technically, almost all of your lives," Discord explained.

"And I don't-No," Twilight deadpanned as she saw the imposter's new form, "You are NOT Starswirl the Bearded."

The image of the old wizard looked a bit sheepish, "Look, I don't really have a true form, I just take on an appearance to make it easier to converse," He elaborated helplessly.

"Then turn into a Diamond Dog, Rarity as a Vampony, or something," Twilight answered, getting a weird look from Discord, "Spike's in a phase," She answered with a shrug.

The Formless Creature sighed as an illusionary tornado enveloped him for a moment before disappearing and revealing his new form, "How about this?" He offered, motioning to his body. It was a Diamond Dog, but with a celestial body, like an Ursa's; only his was green, and had wings that Twilight would speculate were from a griffon.

"Better," Twilight agreed with a nod, "So, what do we call you?" She asked curiously.

"Well, nothing really. I normally don't have this problem of explaining things too deeply," He answered in annoyance.

"Just call him Voit, short for Voithise," Discord answered idly.

"Voithise?" Twilight and "Voithise" asked in sync.

"Some form of the Ancient Equestrian word for Assist," Discord elaborated smoothly.

"He's hardly doing anything anymore, why aren't' you suspicious of him?!" Voit asked, crossing his now-large arms in indignation.

"He's being casual while invading my personal space while watching you make a foal of yourself and I get wound up into a knot over it: AKA, Discord is, on occasion, perfectly content to watch a good show without interference," Twilight explained monotonely.

"You REALLY don't like me this time, do you?" Voit grumbled, "I miss Unicorn-Twilight."

"...Explain. Now," Twilight ordered, a bit on edge now.

Voit sighed, running a hand over his canine face, "Look, Twilight...oi, this was so easier the other times, when you were too shocked or amazed to get angry," He groaned, gathering his thoughts. Discord just sat there, looking amused at the show he was, technically, in the middle of, "Twilight Sparkle, I called you here to make a choice," Voit explained, trying to look calm and stern, "A choice of continuing on further or going back to the beginning."

"...He for real?" Twilight asked, leaning down to Discord's level as Voit face-faulted.

"Yes, actually. Just like he was the other four times he offered it this cycle," Discord answered with a chuckle.

"...What?!" Twilight screamed in realization, glaring at Voit murderously, "You messed with my memories!?" She yelled, her mane looking like it just might catch on fire.

"Only of our meetings! It's what I always do when you turn down Ascending!" Voit assured quickly, backing away from the clearly upset Alicorn.

"Twilight, he didn't do anything, I promise," Discord assured calmly, purring a bit at the warm spot on his back, "Voity just wanted to make sure you continue through the cycle without distraction."

Twilight took several deep breaths, "...You both keep saying cycles, other times and other lives. As if I've been doing something over and over again without remembering it," She said with a frown.

Voit nodded sternly, "That something would be living, Twilight Sparkle," He answered, glad that Twilight didn't get angry this time, even if she was surprised.

"So, I've been living the same life over and over against without remembrance?" She asked slowly, a bit troubled by that.

"Yes to not remembering, no to the same life," Voit answered, pacing on top of the Cutie Map, "You have been gifted with a very rare and unusual form of Immortality, Twilight Sparkle, if it can even be called that. In your first life, the world was a much different place and far less peaceful, with numerous enemies that rarely had easy solutions. Some you have faced, others you avoided, but more are still to come. Thanks to this gift though, you are indeed sent back to your birth at the end of your life- or at certain points that, I'll be honest, I just sense. However, in between those two instances, you have a time where you get to..." Voit paused, considering his words.

"Cash in your bits," Discord supplied with a smirk, "And souls, too."

Twilight blinked, "I...I don't even know where to begin with questions," She stated honestly, "What do you mean by souls?" She asked, mostly to herself.

"She doesn't hyperventilate anymore," Voit noted idly, "She use to do that if we got to this point."

"Did she now? Good, we're making progress," Discord said with a chuckle, "As for your question, well, I can just show you..." He proposed, rising off the chair with Twilight still on his back.

"Hey, hey!" Voit yelled in protest, waving his hands for them to stop, "I'm only supposed to show her it if she accepts!"

"Oh pishaw, give the mare a little preview. Besides, things are different this time or did you forget?" Discord asked with a smirk.

Voit stiffened before pouting with an unintelligible grumble.

"Is he always like this?" Twilight asked with a raised eyebrow.

"That's my impression, yes," Discord answered vaguely as he flew in a loop before shooting up into the middle of the tree-root-chandelier. As a testament to her bravery, Twilight merely gulped while resisting the urge to teleport as they flew right through it...

...and emerged out of the Cutie Map?

"Did we just loop back?" Twilight asked, looking around. Everything looked the same, minus Voit's absence. Except...

"I did NOT Grey the room, Twilight," Discord said bluntly as Voit climbed out of the map and into the colorless room.

"This places changes shape every cycle to become some place you're familiar with," He explained.

"Like you, then?" Twilight asked with a frown, scrunching her brow.

Discord whistled as the room dissolved into...the Royal Canterlot Garden? "Not my favorite place, obviously," Discord mused as Voit gaped at the still-colorless landscape.

"How'd you do that?! You could never do that before!" Voit demanded in disbelief.

Discord pushed down on his right ear, a weird whirling sound coming from his mouth before he let go and in a distorted voice, reminded, "Besides, things are different this time, or did you forget?"

Voit glared again as Twilight raised an eyebrow, "What's so different this time?" Twilight asked curiously, "In fact, just how many cycles have I gone through?" She asked in irritation.

"I have no idea," Discord admitted freely, a light bulb over his head fizzing out- which he then grabbed and proceeded to lick it like a lollipop, rapidly make it shrink

"I lost count," Voit answered, shrugging helplessly.

"Wait," Twilight said, blinking before looking down at Discord, "Are you saying...this affects you too?" She asked in confusion. Discord remembering everything or remembering nothing made sense either way, strange as it was.

"In a manner," Discord admitted, eating the now shrunken bulb and licking his talons afterward, "While I don't remember previous cycles, I am aware that someone's soul is doing what yours is doing- going back in time and altering the entire world in doing so, but never who or how. Though, I do seem to have some impressions from last time and the current changes, which I believe is also true for you. Little things that feel out of place to me for no current-cycle reason. Of course, I recognized it was your soul the day we met, which I'm sure is true every time," Discord admitted, chuckling as he held up squeaky toy versions of the Cutie-Mark Crusaders, "One impression I got was that the cute little trio that released me were connected to the Elements of Harmony, so that must have still been a thing last time."

"Others are aware of it too, on varying levels," Voit butted in, "But Discord here is the true wild card. One time he was almost entirely benign from the start, but was a loyal ally of an enemy nation of Equestria. Another time he worked as a counterbalance for Good and Evil, usurping either before they got too powerful," He elaborated.

"Well, even if I'm not aware of it, being the same shade of chaos every cycle would just be boring," Discord commented dismissively.

"Wait, wait, this is going a bit too fast," Twilight said, gripping her forehead with her hooves.

"Don't worry, I'll take it nice and gentle," Discord promised suggestively with a wicked grin.

"...I walked into that one," Twilight admitted with a smile and a sigh, "You keep saying how me cycling back changes the world, but not how...or what bits and souls have to do with it?" She inquired thoughtfully.

"Notice anything different around here?" Voit asked with a smirk, wanting to take back his proper role here.

Twilight blinked as she looked around the garden. At first, nothing stood out to her. There was the maze, the flowers, the statue of Discord, the statue of the Tree of Harmony, the-

"The statues are different!" Twilight realized, before glancing at Discord's, "Well, mostly," She added on before taking in a few of them.

One was a weighing scale, with an eye in the middle, with the symbol of magic on one side and a globe of the world on the other. Next was a perfect stone replica of the Crystal Heart, inside which could be seen a tiny replica of the Crystal Empire. Third to catch her eye was a pony...made of flames...inside what she could only think of as a frozen block of ice...shaped like a heart with spikes coming out of it.

"They're Spirits," Voit explained simply, "Entities that you have "purchased" or discovered over your various cycles," He elaborated.

"I take it this relates back to the Bits and Souls part?" Twilight asked, far more patient now.

"Souls," Discord answered, a sphere appearing in his hand: It was the size of a baseball, made of a see-through grey color with a black core.

"I'm assuming this isn't what we normally think of at the word soul?" Twilight asked, just a bit hopefully.

"You'd be right and wrong," Discord answered idly, "You can switch the terminology around, but in this context, soul refers to the raw material that surrounds someone's spirit, their self and being. Adding more soul to a spirit will give them more potential, power, and ability to work with at birth," He elaborated, plopping it into his mouth to chew it like bubblegum.

"Okay, I get you so far...," Twilight answered cautiously.

"Whenever you choose to ascend, you get a certain amount of Souls to do what you want with," Voit continued on, "You can use them to unlock a new Spirit, but that gets more expensive each time and you can only choose between three random ones."

"You can also spend some on other ponies," Discord answered teasingly.

"...The Sonic Rainboom, Pinkie's...strangeness, Fluttershy's stare...," Twilight realized with wide eyes.

"All products of you generously putting some more souls into them," Discord agreed with a grin, "Of course, you do keep a lot for yourself."

"Which is a good thing!" Voit pointed out quickly, "While it's important to keep your allies strong, if you're not powerful enough, you'll just end up getting a slow and unproductive trip back here- or standing back while they do most of the work, either or."

"Well, nothing wrong with taking a cycle off to relax," Discord countered with a chuckle, snapping his lion paw.

Twilight suddenly found herself and Discord sitting on lawn chairs with sunshades on. He was holding a tanning mirror while she was sipping absently from a coconut. Oh, and he had a pink-with-yellow-flowers Hawaiian shirt, while she was wearing a lei of colorful flowers.

"You've been waiting to do that," Voit commented with a sweat-drop.

"You should join us, Voity Toity. Hang back, live a little," Discord advised with a grin.

"I live plenty, just not on the clock!" Voit retorted in annoyance.

"Professionalism, gak," Discord murmured in distaste.

Twilight raised an eyebrow as she discarded the sunglasses, sat up and finished her drink, "Okay, so I can spend souls to improve my friends and the world, and keep them to improve myself?" She summed up.

"For the most part, yes," Voit confirmed, "The reason why you have such a massive amount of magic is because you've horded many souls to yourself."

Twilight hummed as she looked at the celestial diamond dog, "And Bits?" She asked thoughtfully.

"It buys miscellaneous things and things unrelated to potential- such as keeping your family out of poverty," Voit answered with a sigh, mentally counting down in his head.

"Then what is so different this time?" Twilight asked curiously.

There was a brief silence as Discord tilted down his shades to look at Voit, "You telling her or should I?"

"Oh, really? I can do my job now?" Voit asked sarcastically. Discord snapped his claws, turning Voit into a crab with bat wings, made entirely out of strawberry ice cream with a chocolate chip shell, "Alright, alright, I'm sorry! Change me back!" Voit pleaded, turning back into a winged hound with another snap, this one from the tail.

"Don't like him either?" Twilight asked with a raised eyebrow from her chair.

"I like everyone," Discord retorted with a grin, "At one cycle or another."

Twilight rolled her eyes as Voit sighed, "Look, the thing that changed this time is...you're an Alicorn. That's never happened before!" Voit announced, looking both troubled and excited, "This...is the first really new thing I've experienced in a long time, to be honest."

"...Maybe you don't like him because he might be you plus sanity?" Twilight mused absently.

"Hmm, that makes sense," Discord admitted, looking a bit revolted by the idea of being Voit, "Another reason why I don't like making sense."

"Are you even listening?!" Voit yelled in exasperation, wiping his paws over his face.

"Yes, very intently if I'm being honest," Twilight admitted with a small smirk, "But I've long gotten used to the idea that being an Alicorn changes things for me. That this is my first time becoming one is interesting, but the fact that it has consequences, be they good or bad, is not news to me," She explained.

Voit sighed, giving her that point, "Well, yes, it does change things. Namely, you've unlocked something," He explained, looking to the maze.

"Would you mind telling me or do I have to go stare and marvel?" Twilight deadpanned.

Discord chuckled as Voit rubbed the bridge of his nose, "They're call The Eldritch," The Draconequus answered simply, "They're like Spirits in effect, but more costly…yet they will grant you very...promising advantages, ones I'm sure an analytically inclined mare like yourself could appreciate," He elaborated with a knowing smirk.

Twilight paused, "You both know something, something big and important about these Eldritch," She said sharply.

"Right on the money," Discord said with a chuckle, "These are, more or less, a higher grade of the spirits as far as your perspective goes. Right on down to how you pay for them. Before, to get souls for Spirits and yourself, you had to Ascend. Now? You have to Transcend for Elder Souls to give to the Eldritch," He answered casually, looking off into the distance.

Twilight stared at him for a moment with an unsure scowl, turning slowing to Voit, "What's the catch?" She asked cautiously.

Voit looked grim at that, "With Ascendance, you kept your previous souls and your allies kept theirs. You kept all the Spirits you unlocked and other things. However, while you were strengthened, you would be sent back to the beginning with no memories and your remaining bits would be drained down to Zero," He elaborated, looking down hesitantly, "Transcendence is the ultimate conclusion of that. In exchange for the Elder Souls, you will lose all of your enhancements, spirits and everything else. It is almost a hard reset."

Twilight paled at the thought of that; just by the things she saw, she had a good idea that a lot of the good things in Equestria were a result of her progress in the Cycles. If she didn't unlock the spirits and these statues were representing what they looked like...No Crystal Heart, no Tree of Harmony. From the first time since this crazy thing started, she began to panic, imagining how horrible it might just be. And that scale with the symbol of magic? Did that mean there would be no magic?!

"...D-discord," She called, steadying herself, "I...I know how you work. I know you wouldn't drag this out so much if you didn't think I'd be tempted..." She said, glancing at his back, "So what in Bucking Tartarus makes you think I would give up everything I've accomplished, even if I don't remember it?!" She asked, sweating nervously.

Discord chuckled, just a little darkly, "Well, first off, Elder Souls increase the amount of Souls you get from ascending, making your next trip all the easier. But that wouldn't be nearly enough for you, no," Discord said with a smirk as he glanced back at her, "No, two things will win you over, Twilight Sparkle. The first is the simple fact that you did it once and made it all the way here. Doing it again should be a cake-walk," Discord answered smoothly.

"Yes, except that I don't remember any of that," Twilight retorted with an edge to her voice, missing how Voit stiffened at her words.

"And there's point number two," Discord mused coyly, "Spoiler alert, Twilight Sparkle: One Eldritch's effect is, essentially, Memory Retention," He revealed, glancing at her blank, stunned face, "That's right, Twilight. You may have a complete reset, but you'll have your memories and know what you're striving towards."

 **End of Chapter**

Well, there you have it. Twilight Sparkle is in a Clicker Hero-type situation, anidle game. After a recent update on the game, I had the interesting idea of making a modified Gamer fic based on that game. And the result wastihs ide,a which I wrote very rapidly.

Any who plays it knows aboutthe Ancients, these expensive things you buy to make our lifeeasier, while trying to keep enough hero souls to make your DPS stronger. In this story, the Ancients are Spirits, and the Outsiders(the newest update) are the Eldritch. Now, I haven't thought up all the Eldritch or Spirits yet, but I'll there.

Obviously Twilight isn't going to Transcend right off the bat. She's going to think long and hard about it, trying to grasp just whatherworld could be like with all these things she's apparently given the world.

Speaking of her, she and Discord finally seem to have a decent friendship going. That and she trusts him over Voit. And while Discord doesn't remember the past cycles, that doesn't keep him from figuring it out again.

Any way, hope you all enjoyed this opener. If you have any ideas for a Spirit or Eldritch, do tell.


	2. The Last Day, The First Step

Ascending and Transcending, Inch by Inch

Disclaimer: I don't own MLP

 **Honest Lunar Raven** \- Thank you, I try with Discord. Still, we won't see muchof his present self for a while after this chapter.

Clicker Heroes isaddicting, I'll say that much

She freaks out a bit more now, but...it's sad.

You will find at least one of your Eldritch among the rest in the next chapter.

 **nightmaster000** \- Thanks.

 **Dar Sel'La-** Read and find out.

 **fireclaw239** \- Thanks.

Regular Speak

 _Thoughts and Flashbacks_

 **Demonic or Animalistic Speak**

 _ **Demonic or Animalistic Thoughts**_

Beta: Dragon_Wizard91

Discord was completely unphased by the explosion that scorched the replica of the Canterlot Garden, a certain Alicorn now vacant from the epicenter.

Voit, meanwhile, was pulling himself out of a bush, "Well, we saw that coming," Voit said with a sigh, pulling twigs out of his wings before looking around in confusion, "Did...she teleport out?" He asked in shock, that being yet another thing Twilight hadn't been able to do in the past.

Discord sat in his lounge chair with his tanning mirror replaced by a newspaper, "Hmm? Oh, no. I just teleported her back to her throne room. Mare needs some time to think," He assured offhandedly, "Now if you'll excuse me, I have to find the funnies. Chaotic Times has them spread all over the place," Discord mused dismissively.

Voit just sighed as he sat down on the other lounge chair...which promptly snapped shut, sandwiching him, "...I hate you," He said to the smirking Discord.

 **Meanwhile**

Twilight was hyperventilating and pacing while teleporting. Telepacing or Hyperpacing? She was starting to think like Discord. That wasn't a good sign. Speaking of him, he apparently gave her spider-hooves, since she somehow ended up walking on the ceiling. She wasn't complaining, more space to pace. She was starting to rhyme too. Less of a bad sign, but still bad.

What was she getting worked up about again? She was very sure her mind just shut down and rebooted. Mostly because she was now in the kitchen. And there was a glass right in front of her muzzle.

"One Appleloosa Sweet Apple Cider, mixed with sliced cheery bits from the Crystal Empire and dashed with carrot shavings fresh from Golden Harvest's stand," Spike described with a smirk at her confused look, "You had the mile long "Just walked into a quesadilla party" stare in your eyes," He joked lightly as he went to the fridge to find a snack of his own.

"Thank you, Spike," Twilight said with a sigh of relief as she drank the delicious mixture, the combo flavor soothing her nerves...for all of five seconds, before she realized that Spike was unfrozen, "S-spike!? What are you doing here?" She asked in surprise.

"Eh, Rarity is busy taking care of Sweetie Belle's cold, so she didn't need any help. Big Mac's train back got delayed or something and I'm currently waiting on Starlight to wake up to tease her about last night," Spike said with a sly smirk.

"What happened last night?" Twilight asked curiously, "I know Pinkie threw a party..."

"And Starlight made a new friend," Spike said mischievously.

"...Bulk Biceps?" Twilight guessed off the top of her head.

"Better: Berry Punch," Spike said with a grin.

"...I never warned-" Twilight started, Spike finishing it as she did.

"-warned her about Berry's special punch," Spike confirmed.

Twilight hissed sharply, both in annoyance and in amusement, "How bad was it?" She dared to ask.

"She, briefly, dethroned Pinkie Pie before passing out," Spike informed her idly.

"What does that even mean?" Twilight asked blankly.

"You don't want to know," Spike said with a smirk, checking his claw lazily, "Speaking of which, Pinkie sent a lot of letters this morning."

Twilight rubbed her forehead with a sigh at that, "Okkkkay, Pinkie has a crush on my student. A bit weird, but that doesn't sound too bad."

"Oh, and somehow, she ended up counseling couples: Turns out her spell for taking cutie marks can also put them on others, like that incomplete spell did but without messing with their true selves, apparently- and that seems to help some ponies do the whole "walk a mile in their shoe" thing," Spike informed smugly.

"WHAT?!" Twilight asked in shock.

"Don't worry, she switched them all back. Though she, or her Punched-Out brain at least, wants to test two things: If switching identical cutie marks would have any effect on ponies and also if it is even possible to put a mark on sideways," He explained.

"You...you're enjoying this way too much," Twilight said with a blank glare.

Spike shrugged, "Not my fault I'm immune to it. I kept chugging a bowl to see what the big deal was. I thought Berry was going to kiss my feet before we realized it didn't affect me at all," Spike reminded, muttering the last bit to himself.

"Yes, I remember: that was the last time I left you alone with Pinkie Pie until after we defeated Discord," Twilight muttered herself.

"So...want to talk about it?" Spike offered, leaning with his elbow against the countertop.

Twilight gulped down her drink quickly before sighing, putting the glass in the sink, "Not really," She answered bluntly though without malice or annoyance.

"Still in the processing state then," Spike mused with a small chuckle, knowing that state of Twilight's mind well by now, "Well, when you get the words right, you have plenty of friends willing to listen," He reminded.

Twilight smiled softly at that, "Thank you, Spike. Now why don't you go check on Starlight- and don't tease her TOO badly," She suggested with a smile.

Spike knew very well this was both changing the subject and getting some alone time, but nodded nonetheless, "Sounds like a plan to me," He said, heading on out with his claws behind his head.

"...And I'm considering erasing him and all of this?" Twilight muttered to herself, head low.

"Technically, he'll be erased either way. And in both cases, you'll be able to get him back eventually," Her shadow pointed out calmly.

"But it could be several life times in one case," Twilight retorted with a glare at her shade.

"Yes, but if you take the ascension, you won't remember this anyway," Shadow-Twilight reminded.

"And all the lives that will be ruined because of this?" She rebutted.

"You will have them rebuilt after enough cycles. Besides, Voit implied things are still coming, things that will only get exponentially stronger. At least if we can keep our memories we'll be able to improve our chances in the long run," Her umbral half reasoned.

"I hate that you're right," Twilight murmured.

"Of course I'm right, I'm you!" Shadow-Twilight said with an unnoticeable grin.

"Speaking of which, am I crazy or this Discord?" Twilight asked curiously, tilting her head.

"Both statements can be true, but to be specific? Discord animated me so that you can discuss both sides with yourself," Shadelight answered with a giggle.

"Did you really?" Twilight asked over her shoulder.

"Oh, you knew I was here?" Discord asked curiously, turning around to reveal his back was disguised with crystals matching the walls of her castle.

"You may be an insensitive flankhole at times, but I think you know I'd rather not be completely alone right now," She said with a smile.

"Still don't trust Voit?" Discord asked with a head tilt.

"More like I'm extra paranoid right now that one of those "other things" are about to show up," Twilight said with a sigh, "...Do they outclass you?" She asked curiously.

"That's a relative question," Discord answered with a smirk, "After all, it depends upon the me in question."

"...You know a bit more about this, don't you?" Twilight asked with a scowl.

"Nothing major, just that I have a good inkling of how your advancements and changes have influenced my own life, directly and indirectly," Discord said coyly, "Most for the better, this time around at least. It would have taken me a lot longer to get this powerful."

"And you're okay with me taking that all away?" Twilight asked curiously, raising an eyebrow.

"Twilight, do you hate me?" Discord asked bluntly.

"...No, Discord, I don't," She said firmly.

Discord smiled, "Good. If you did, I might be worried you'd try to make me impotent. Or, less potent anyway."

"So...we might be enemies again?" Twilight asked somberly.

"Probably, in every few cycles at least. But, knowing you? You'll find a way to knock down the evilest Discord and make him change his wicked ways...or, if you're feeling particularly frisky, make him your pet," Discord suggested with a lewd look.

Twilight gaped and blushed for a moment before looking thoughtful, "Hmm, I have to admit, even a downgraded version of you would be very useful in a servile fashion," She admitted.

"...Holy bucking applesauce, we're actually considering this," Shadow-Twilight said in surprise.

"Oh? I was beginning to think you were into mares, Twilight," Discord teased with a grin.

"There's an exception to every rule," Twilight answered with a poker face worthy of Celestia.

Discord glanced to the shadow, who started waving her hooves, "Don't look at me! A mare has to have some secrets," She defended.

The chimera of chaos chuckled to himself as he floated down to her eye level, "Well, there is one thing I can tell you to put your mind at ease, I think," He said with a grin.

"Oh? Please, please, do tell," Twilight all but begged with a weak smile.

"This offer isn't some once in eternity event," Discord said with a grin as he held out his hand, a line of miniature, unicorn Twilights appeared. All walking in place...and scrolling by rapidly, almost like a slide show. Discord held up a talon, causing a screeching halt, his claw tip pointed at the first in a line of Alicorn Twilights, "Every you after this will have the same choice until one decides to transcend."

"...But you want me to transcend this cycle, don't you?" Twilight asked with a knowing, soft smile.

Discord and the line of Twilights, grinned sheepishly and rubbed the back of their heads, "Am I that transparent?" Discord asked, his body turning see-through.

Twilight shook her head, "No, it's just...you wouldn't have made a big deal out of it and the benefits if you didn't have a reason," Twilight mused.

"Hmm...oh, fine," Discord said with an annoyed sigh, his body becoming solid as he did, "The truth, Twilight? I want this you to go back because you're my friend," He answered with a smile.

"...You're worried the next time I ascend, we might not be friends?" Twilight asked in concern.

Discord nodded, flopping back onto the couch from Fluttershy's cabin, "Call it selfish, but as the last cycle you go through before transcending will undoubtedly leave an impression on your transcendent adventures, well...I'd like to know it's a Twilight that remembers me as a friend and not some evil force she has to put down every time," He confessed sheepishly.

He blinked as he found her nuzzling his paw briefly, "Don't worry, Discord. No matter how well I remember this cycle, when I transcend, I'm going to find you and figure out a way to make you my friend, every time," She assured with a smile.

Discord blinked before smiling as well, rubbing her on the head, "Well, I won't hold you to that, for various reasons, but thanks for the sentiment," Discord said with smile as he flexed his paw and claw together, his digits making a creaking sound as he did, "Well, I best be off, Fluttershy is still expecting me for tea and sandwiches," Discord informed with a grin, "You going to be okay now, Sparkles?" He asked, almost knowingly.

"Y-yeah, I'll be fine. You...you sure nothing could get me at the moment?" She asked in concern.

Discord rolled his eyes playfully at that, "Twilight, I assure you, "I" am the most powerful being you have to worry about right now. Nonetheless, I will have a metaphoric eye on you," He assured, poofing away with a snap of his tail...leaving a mushroom cloud of, for a change, blue cotton candy.

Twilight stared at it for a moment before sighing at the situation. With a small "buck it", she summoned a cone and placed a torn off chunk of the candy into it. She also left a note for Spike and Starlight that said, "Discord did it. Eat as much as you want, just don't get sick."

Twilight nibbled at the confection as she went out to the balcony, looking out over her home…looking over Ponyville. How the light gently poured over the hills and roofs, bringing a soft brightness that contrasted nicely with the dark and gloom of the Everfree. She saw the ponies walking about, going about their day with peace and happiness in their hearts.

"How hard will it be to get back here...?" Twilight muttered softly to herself.

"Probably the hardest thing we've ever done," Shadow Twilight answered with a sigh of her own.

"You're still here?" Twilight asked in surprise.

"I was always here: I'm you! But to answer your question, I am still animated," Shadelight answered with an open-mouth smile forming on her.

"And you think it'll be that hard?" Twilight asked with a scowl.

"The first time, definitely. We'll have nothing but our memories and the world will be in the worst initial state possible," Shadelight pointed out.

"Buuuuuut?" Twilight asked knowingly.

"You're me, but what?" Shadelight countered encouragingly.

Twilight sighed at that with an eye roll, "But if Discord's words hold true, it will be exponentially easier the ascensions following that," She reasoned, knowing that already, but needing to hear it- even from herself, "It took us dozens, maybe hundreds of times to get here..."

"And now, we might be back home in two dozen cycles or less," Shadelight said hopefully, "And then we can make it even better!"

"...Or make them worse," Twilight mused as she looked out the side to stare at Canterlot castle, hanging from its mountain, "There might not even be a Celestia and Luna..."

"Yes, but you know what that would mean?" Shadelight cut in, getting a raised eyebrow, "If there are no Celestia and Luna, as we know them at least, then that means we had a hoof in them as well!"

Twilight blinked with wide eyes at that, "...How deep could this really go?" She asked in wonder.

"Only one way to find out...and to remember," Shadelight said softly, placing her hoof over Twilight's.

"...Thanks," Twilight said with a smile, eyes glistening.

"No problem! You are me after all!" Shadow reminded happily as she became unanimated.

Twilight looked back over Ponyville with a shuddering breath, "...I can't do it. Not just yet. I need...just...just a little bit more time..."

 **Timeskip**

"Deary, are you sure you're alright?'

Twilight smiled as she whipped the unshed tears from her eyes, "Sorry, just some pollen or something in my eyes. Despite common assumptions, Alicorns are not immune to common aliments...or at least I'm not," She joked half-heartedly as they all set up a picnic.

"Oh? I hope you aren't catching whatever Sweetie Belle had, even if it passed quickly," Rarity said in concern.

"SweeBe's a little trooper, like the rest of them. She just needs a little down time to shake it off," Rainbow commented with a grin, making Twilight bite back a laugh as Rarity rolled her eyes in annoyance at that nickname for her sister.

Twilight smiled at that thought. Sweetie Belle suddenly got better on the same day Pinkie was having a slow day at the Cakes' Store and Rainbow was having a day off while Applejack had her chores all done and Discord SUDDENLY rescheduled his afternoon tea with Fluttershy to a late night tea party.

Discord made her want to pull her horn off sometimes, but there were others when she could just kiss him with those little things he did (usually)without a word.

"Oh no, nothing like that. Just irritated eyes," Twilight assured as she helped Fluttershy and Applejack set the plates, "Where's Pinkie, I thought the Cakes let her leave early?" She asked curiously.

"She said she had ta finish something up," Applejack answered, licking her lips as she sliced the apple pie into five more slices, having left Rarity a slice already, "But she'll be here in a jiffy, in her own words."

"I'm sure she's just finishing up an order quick," Fluttershy said with a smile, "Still, it was a nice idea to have a picnic, Twilight. Just like when you first came to town."

First came to town...how many times had she "first" come to Ponyville? How many cycles had it even existed? How long would it take for this little piece of heaven to be possible?

"W-well, we've been busy a lot lately, so I figured it'd be nice to get back to our roots a bit," Twilight said with a smile.

"It is, though, we should try a cloud picnic one of these days, with that spell Twilight used so the rest of you could walk in Cloudsdale," Rainbow mused, flying and hovering on her back.

Cloud picnic…that was definitely going on the list of things to do eventually.

"Perhaps we should try a ZG picnic with Discord," Fluttershy suggested with a smile.

"ZG? What's that, Sugarcube?" Applejack asked in confusion.

"It means Zero Gravity," Fluttershy answered sheepishly, "It's, um, when Discord makes it so everything floats freely. It's...a bit messy, but it's a bit fun, like swimming for food," Fluttershy said with a blush.

"...Darling, you and Discord have interesting times together," Rarity teased lightly, "Still, I can't help thinking that might make some of us...queasy."

"Yeah, real vomit is a real mood killer for fun. Not fake vomit though, that stuff's hilarious!" Pinkie Pie commented.

Everypony blinked as they looked to the party pony who had, apparently, silently took a seat next to Twilight, "Pinkie? How long you been here?" Rainbow asked in confusion.

"Oh, since just a moment ago. I was going to say something, but I wanted to know what a ZG picnic was. It still sounds like fun though!" She said with a smile, "Oh, and sorry, I was busy with Twilight's cake!" She declared as brought out a plate with a metal dome covering it.

"Cake? What's the occasion?" Twilight asked curiously.

"It's your going away cake, silly!" Pinkie cheered with a smile that was just a touch subdued.

Twilight's world came to a standstill as the girls looked confused.

"Going away?" Applejack asked in surprise, "Whatcha meaning, Pinkie? Twilight didn't say anything about that?"

"Oh, I know, but my Pinkie sense went off this morning and it said I wouldn't be seeing a friend of mine for a while. It was stronger than most, which usually means Twilight- maybe because she's got all that magic?- so I figured she has to go off and do some princessly duties or training for a while on her own without us," Pinkie Pie explained in her usual, rapid manner.

Twilight didn't take her wide eyes off Pinkie Pie for a long moment before finally blinking and turning to the rest, who were looking at her in concern, "That true, Twi?" Rainbow asked with a furrowed brow.

Twilight took a long sigh, "Y-yeah, something like that. I just got the message earlier, and...to be honest, I don't want to talk about it yet. I just want to spend a day with my best friends. I'll tell you in the morning," She assured with a smile.

She hated to lie to them, but the truth was too complicated, too bizarre, and too...just too much to explain. She just wanted...needed this moment.

Thankfully, while they were all concerned, they all gave her comforting smiles and dropped the subject...

The day went too fast. Oh how she wanted to reach out and hold Celestia's sun in place a bit longer, but it soon gave way to Luna's moonless night- New moon, how fitting. Ultimately, they all had to go home. Rainbow flew Fluttershy home out of concern and habit, Applejack headed off with Rarity, as their homes were on the same path from there.

"Sorry, I almost ruined the picnic, Twilight," Pinkie said with a sheepish grin, "I thought you would have told the others."

"It's okay, I was going to, just...not right away," Twilight comforted, patting her on the back.

"...Thanks for everything, Twilight," Pinkie Pie said with a smile, a true and soft one.

Twilight blinked, almost losing herself at that, "F-for what, Pinkie Pie?" She asked in confusion and a bit of worry. Did Pinkie know? Could she know?

"A lot of things, but..." Pinkie Pie looked up at the twinkling stars for a moment, "I always had friends, Twilight, but I didn't know what having a best friend was like...until you brought us all together," She said as she looked back down at Twilight, who stared at her with wide eyes.

Pinkie's mane wasn't puffy...or straight. It was...kind of both, the ends turning into curls. Her smile was soft and her eyes were less bright, but still friendly, "You...Are you?" Twilight asked, not even sure what to say.

"I'm your friend, Twilight. Pinkie, Pinkamena, PP, Big P, Surprise, or even Ponka Po. You've done so much for all of us," The pink pony said with a smile as she gently rubbed Twilight's cheek, "And I know you'd do it all again if you had to," She said encouragingly.

That did it; Twilight grasped Pinkie into a desperate hug as she cried and cried her tears, "Pinkie, I'm...I'm so scared! I...I don't even know what's right anymore!" She wept as the party pony embraced her gently, stroking her withers.

"Shh, shh, it's okay, Twilight," She assured softly, "Everything is going to be just fine. It might take you a few tries, but you'll work it out eventually. And you have all the time in the world to keep trying! So don't be afraid, Twilight. We can wait. Just like Princess Celestia had to wait for Luna, or Discord for somepony to show him how to be a friend, or me on cake," She said encouragingly.

"But...but...it'll..." Twilight stuttered, almost afraid to say it.

"You know something funny? Even though I make the same cakes a lot and throw the same party every year for holidays?...I still love making the next one. Because even though I tried making the same cake, or it's the same day with the same ponies, it's still new. And sometimes even better than before," The chaotic pony mused softly.

"...Pinkie, do...do you...?" Twilight started to ask as the mare pulled away, back to her cheerful self.

"Sorry, Twi! I got to go make sure the Twins are tucked in! And maybe give Gummy a bath!" She called as she headed off.

"...Thank you, my chaotic friends," Twilight whispered softly.

"Well, keeping that little show private wasn't much work, really," Discord assured, standing right behind her, smiling as he watched Pinkie go.

"Does she know? Will she remember?" Twilight asked with tearful eyes up at him.

Discord shook his head, "She won't remember. Her pinkie sense and everything else are a result of your cycles and progress," He informed solemnly.

"You already knew what I was going to pick, didn't you?" Twilight asked softly, resignedly.

"You said when, not if earlier," Discord reminded with a small smirk.

"...Discord, be honest with me? How hard is this going to be?" Twilight asked, needing to know as she looked down.

"...The first time will be the hardest thing you've ever done, even with your memories," Discord said as he kneeled down to cup her chin and looked her in the eye, "Twilight, you are going to hate it. You are going to hate me, Voit, and yourself for going along with this. You're going to see the world as a dark and cruel place and it is going to need you like a fish needs water. But you're going to fail, eventually. I can almost promise you that something will kill you before Voit shows up again," He explained as she sniffled and stared into him, "...But after that, it's going to get so much easier. Neo-Cycle One is going to be the mother of all growing pains for you, but it will give back in spades. You will surpass your unicorn self before you ever reach your teen cycles. And the world will seem much brighter by the fourth or fifth Neo-Cycle, at most."

Twilight smiled, "...Thank you, Discord...Can you promise that-?" She started, only for him to nod.

"Even if I'm not an ally, I will always be there, Twilight. You won't find the others right away, but you'll find them in time. Just promise me one thing, Twilight?" He asked with a sad frown.

"Yes?" Twilight asked with wide eyes, wondering what the Master of Chaos would ask of her for the next lives to come.

Discord grasped her by the withers and placed his head against hers, "Live, Twilight. Don't just stay alive, Live," He all but ordered her as she stared into his red eyes, confused, "IF...if you ever find a way to bring my memories back, I don't want to "come back" and see some jaded and old-spirited mare who has turned this whole thing into a curse by making it a duty. Live your lives, Twilight. Live them all with adventure, tragedy, heartbreak, joy and love...but don't just live for the world, Twilight. Live in it. In them. Because...because I don't want to come back and find my friend gone with just her body staring at me," He rambled on as Twilight stared at him with wide, teary eyes.

"Discord...," Twilight whispered as she embraced him around the neck, "I'll live! I'll live and I'll find you! I don't care how bad you are, I'll always find you and...and this time, I'll make sure you have a chance at friendship, right from the start…every single time. And if there's a way, I'll get you to remember all of this with me. A-and then I'll get to tell you everything you missed...," She vowed, or prayed practically.

"There you go, making promises again that you don't have to keep," Discord said as he gently pulled her off him, grinning his usual way as he stood up and floated, "Now, if you'll excuse me, I do still have plans with Fluttershy! Tea awaits!" He said, giving a stage bow as he pulled one of his horns, opening a trap door in the ground below him, which he fell through before it closed itself with a click.

Twilight smiled one last time at that. Even in the face of the World's Ending, Discord didn't change.

Her face formed into a firm scowl. She had to do this now. She'd talk herself out of it if she went home to hear stories from Spike and Starlight.

 _ **"VOOOOOOOOOOOIT!"**_ She yelled, long and loud, her voice thundering throughout the dark and silent Ponyville.

 ***creak***

Twilight raised an eyebrow as a series of cracks formed in midair. She was able to school her shock as the scenery collapsed like a shattered mirror, the fragments dissolving away to reveal the colorless version of the Canterlot Garden…

And the winged, green diamond dog staring at her some twenty feet away, "Made a decision, I assume?" He asked neutrally, glad she ignored the broken lawn chair nearby.

"I'm going back," Twilight answered as she paced up to him slowly, "With my memories," She clarified steely.

"You sure? There's no undo button on this," Voit warned with a raised eyebrow.

"I built this world up, apparently, against all kind of dangers and threats," Twilight said with a sigh before looking at him determinedly, almost making him flinch, "But now the only way I can move myself and it forward, through more enemies, is to build it up from scratch again," She said in finality.

Voit nodded in acceptance, moving out of her way and pointing to the hedge maze, "As this is your first transcendence, it will automatically happen the moment you step foot in that maze. Once you do, just keep walking- all the paths lead to the Eldritch," He assured.

"...One step and the world ends," Twilight joked dryly to herself as she began the greatest and most important stroll in...probably all of creation.

Every step felt like a mile, the doubts in her stomach trying to weigh her down, make her stop, turn her around. But she wouldn't be dissuaded from her chosen path.

As she walked, she saw the statues she passed without really seeing them. How many times had she sat before all of them, debating if she wanted to spend so many souls for a life she wouldn't even remember? How much did they ultimately impact her world and her life? In more ideal settings, she would have sat down at every one of them and made mental notes of which to prioritize. As it was, she couldn't afford to do that. If she did, if she took the time to see what these spirits did, she would only be planting more and more seeds of doubt that would try to ensnare her.

She stopped just short of the maze, just a hoof step from the entrance. It was terrifyingly simple. One step forward and her entire world would be gone.

She closed her eyes and willed one of her legs to raise itself forward. The impact of putting it down echoed in her ear...

She could see it. Feel it. Hear it. The entire world she knew fading away as time began to reset itself.

Spike and Starlight laughing in the castle, Rarity tucking in Sweetie Belle, Applejack carrying home a tuckered out Apple Bloom, Scootaloo and Rainbow having a late night soar to tire themselves out, Luna and Celestia laughing and chatting in Canterlot Castle as they prepared to pass the torch for the evening, her mother and father having a romantic dinner, Cadence and Shining Armor looking lovingly down at a sleeping Flurry Heart and Pinkie Pie smiling comfortingly out the window with the Cake Twins sleeping soundly behind her.

The Crystal Heart melting like ice, The Tree of Harmony crumbling into abyss, The Fires of Friendship fizzling out into nothing...

But most prominently, she saw Discord having a tea party with Fluttershy and Angel Bunny. They laughed at something she didn't catch...than Discord looked at "her". Not at the window, not into space. Right. At. Her.

And he grinned...with a thumb up and a wink.

Then even he faded away.

Twilight gasped as she fell to her knees, the total loss of everything hitting her at once. She shivered, taking deep and calming breathes to steady herself. She had cried enough already. No more tears, no more waiting.

No turning back.

She didn't really look where she was going as she walked through the maze, staring vacantly at the floor. She blinked and brought her eyes back into focus as she registered something. The base of the hedge walls had been visible from the corner of one or both of her eyes the entire walk. Now they weren't.

She raised her head and swallowed a scream.

She was in a circular opening in the garden maze. Surround her were statues...in a loose term.

They were on stone podiums with their names and descriptions engraved in unholy white letters.

But that wasn't the terrifying thing. Unlike the rest of this world, these statues were not greyed out. They were colored. And they were not made of stone.

They were made of flesh; horrid, alien, monstrous, flesh.

Tentacles, eyes, many claws, tongues with more mouths and more tongues.

All moving, all alive, all...hungry

They were almost painful to look at.

Strike the almost.

Did she mention that all the Eldritch with eyes were looking at her?

 **Author's Note:**

Well, there's the new chapter! Twilight has pressed the hard reset button and is off to claim her prize for doing so.

I've already planned out all the Eldritch she pays for, but there will be room for a few more next time Twilight visits them after more ascensions.

And yes, Discord was very comforting in all of this, supporting Twilight in little and big ways while she found her resolve. Now Discord as she knew him is gone, for now and possibly forever, along with the rest of Twilight's world. But she'll able to rebuild it in time. how long until she gets Discord back is anypony's guess.

Fair warning, next chapter will get very...freaky? Disturbing? It'll earn some ofthese tags, lets put it like that.

Hope you all enjoyed this.


	3. Unmade by the Unknowable

Ascending and Transcending, Inch by Inch

Disclaimer: I don't own MLP

 **Hunter** \- The night brims with defiled scum, and is permeated by their rotten stench. Just think, now you're set to hunt and kill to your heart's content.

 **alf the explorer** \- Its going to be very dark, sad, and dangerous.

 **MysticSpider** \- I believe so.

 **nightmaster000** \- Very possible.

 **fireclaw239** \- Thanks

Regular Speak

 _Thoughts and Flashbacks_

 **Demonic or Animalistic Speak**

 _ **Demonic or Animalistic Thoughts**_

Beta: Dragon_Wizard91

 **Author's Note: Speaking of which, fair Warning: This chapter is going to be potentially disturbing due to the appearance of the Eldritch. Welcome to some of the dark corners of my mind, people**

Twilight swallowed her nerves as best she could while she walked to the Eldritch closest to her.

Even the names were hard to look at.

 _ **"Ftuiangftatt the ftunust-breaker"**_

 **"This Eldritch shall loosen mortal limitations, making you and your companions a degree more exceptional than the average member of your own kinds by increasing the power effect of Souls."**

 _"Level 0, Level 1 Cost: 1 Elder Soul."_

Twilight blinked as she took that in, realizing just how significant that was. That...that was like getting an eternal three-for-two sale! She could get stronger faster if she-

"Wait...how many Elder Souls do I even have?" She wondered, looking up in confusion and flinching at _**Ftuiangftatt's**_ appearance. It was like Tirek's weakened form; only the top half was replaced by the ugly cousin of the tatzelworm, its tongues full of teeth with a giant eyeball down on its body. The equine half looked like it had been burnt, warped, healed, and fused with sandpaper.

Said tentacles were laughing at her question.

As if in answer, she felt a weight around her neck. She looked down and saw a simple brown and worn bag, hanging by a string and looking like it could hold no more than a baseball. She held it up and saw a blue-green number glowing on it:

 _ **9**_

Her eyes shrunk at that. She thought she'd get a bit more than that for getting up to Alicorn and everything.

Now more than ever, she realized how important it was for her to spend these souls wisely. And find the memory retention Eldritch.

The next one was a vaguely skull shaped creature that was either supposed to resemble an octopus or a jellyfish. Its translucent and bulbous body seemed to be stuffed with gore and blood- or that could be its organs for all Twilight knew. Its many tiny limbs had hooked ends covered in spines. She couldn't see any eyes, but she wasn't exactly looking either. If it had a true mouth, it was on the underside.

 _ **"Nuntsa the Tluuftt Collector"**_

 **"This eldritch grants you the potential to partially absorb and copy the abilities of defeated foes and even take their form if enough of the same enemies are absorbed. The higher the level of this Eldritch, the more likely the chance of absorption and the more it will be. Warning: These abilities do not carry across ascensions."**

 _"Level 0, Level 1 Cost: 1 Elder Soul."_

Twilight got the very, VERY distinct impression that this eldritch would be expensive to upgrade after the initial level. She decided to consider getting one later, but she suspected that would be true for most of the Eldritch.

She didn't even look up at the next one, merely looking at the name plaque.

 _ **"Gugftx Thhuftg"**_

 **"This Eldritch will increase your chances of becoming an Alicorn. Once the percent reaches 50%, you will become an Alicorn without fail after some time, barring premature deaths. All percentage after this point will add to the chance of being born an Alicorn."**

Twilight's jaw dropped at that, before she looked up in amazement. Gugftx was some grotesque mockery of an Alicorn, made completely out of tentacles all curled together, its wings made of many long and thin spikes with one of the most twisted and bent horns Twilight had ever seen. It was reared back on its hind legs, revealing the monstrous mouths and many teeth on the bottom of the hooves. Its head had no mouth and only green oozing sockets for eyes.

"...This is going to be hard, picking which of you to invest in now," She said slowly as she continued on, not even sure she wanted to know what the next one was.

 _ **"Gnaut"**_

 **"Increases the effects and power of Discord, the Spirit of Chaos."**

Twilight went wide eyed and looked up.

There he was. It was a distorted, sickening, all too fitting mockery of him, but that was definitely Discord's likeness. Paw to the chest and talon raised to the air, the mouth open as if to laugh or sing in victory, even in his defeat, against the fools that would dare oppose him.

The eagle arm and dragon leg were made of pieces of shattered bones, the lion paw and cloven hoof were furless, burnt black and cindering.

His tail had a see through skin and was filled with an orange liquid and an oozing purple mass within that made it look very much like a lava lamp.

His head was a patch work of different fish skins stitched together...some on backwards.

His deer horn looked like it was made of coral while the other was a solid, glowing, soft green light.

The zebra mane was of thousands of small porcupine quills.

Finally, the snaggle tooth was made of...nothing. It was a blank, colorless void that was more disturbing than any other part of the "statue" before her.

Twilight didn't know what to make of this, really. Was Discord an Eldritch? Or was _**Gnaut**_ just using the form as a pun since he boosted Discord's power? She didn't know. And for she knew, she couldn't possibly find out for several life times.

Twilight scowled as she recalled Discord's words, how everything she did made things " _easier_ " for him in a way, "...You love making me think irrationally, don't you?" She asked with an unstoppable smile as she shook her head and pulled an Elder Soul out of her bag.

And almost dropped it.

Someone forgot to tell her that Elder Souls were adorable but terrifying giant eyeballs with fish-like scales covering the sides and back, along with dragon wings to top it all off.

It gave a horrid yet strangely adorable squawk sound before flying out of her hoof, up toward the Discordish mouth of _**Gnaut**_. It chirped curiously, nudging towards it. Twilight almost laughed, but managed to just nod.

When the Elder Soul plopped itself into the mouth, Twilight half expected _**Gnaut**_ to come fully to life and devour it but instead, the soul merely glowed and was absorbed into the statue. Apparently, the Eldritch were kind enough not to get too freaky on her.

She looked down at the plaque and found that it now said _"Level 1, 100% increase to Discord, Spirit of Chaos. Level 2 Cost: 1 Elder Soul."_

"Don't even know what Discord's statue does for me and I'm already upgrading it before I get it," She murmured, her tone devoid of regret, "That lug owes me for that one," She said before heading off to the next statue.

 _ **"Asaunung the Living Rftathftathk"**_

 **"This Eldritch allows you to retain a percent of your total memories across transcensions and ascension. Memory retention is prioritized towards the most impactful and important memories."**

Twilight's gleeful smile morphed into a fearful scowl. If she could only retain so much memory, she'd...

She looked up and barely registered the appearance- a cross between a quartz eel and a changeling, with a millipede's worth of legs and a tongue that had a mouth and another tongue in it- as she practically shoved an Elder Soul to it. The smallest of the series of tongues within tongues grabbed it and retracted into the second smallest tongue without a single noise of eating or killing.

Twilight didn't pay much attention to that, looking down at the plaque as it changed.

 _"Level 1: 4% Memory Retention. Level 2 Cost: 1 Elder Soul."_

"Twenty-four," Twilight murmured to herself, fixing her mind onto that. "I need twenty-four more Elder Souls here to get all my memories," She mused thoughtfully, latching onto making a plan as to not slip into the panic of having to transcend and remake the world so many times, "Keep calm, keep calm. I spent an Elder on Discord. I'm going to put at least one into the Alicorn one. That leaves seven, including the one I just spent. Seven times four is twenty-eight, over a quarter. But the memories I prioritized as most important is the stuff that would help me best probably. As much as I love every moment of my life with my friends, objectively, I know that over half of our memories are unimportant and unmemorable. So...if I put in one more, two at most, that should be most of the ones most important to me emotionally and in terms of important events...I think," Twilight reasoned.

She glared as she heard the rest of the Eldritch she hadn't visited yet making disturbing gurgling, grunts, and other noises she didn't want to dwell on, "Shut up, this isn't easy!" She snapped at them as she rubbed her forehead, not caring if she had just yelled at a collection of beings that possibly ate gods for breakfast. She sighed long and hard, "Okay in total...two for this Memory guy, one to Discord's helper, one to the Alicorn one...one or two to the Limit Breaking one..." Twilight mused to herself, "That's three or four still," She realized, glancing down the circular line before sighing, cracking her neck a bit.

Twilight had long since mastered Speed Skimming. It was, essentially, looking through pages and sentence to find key words. It wasn't any form of special talent per say, but she was very good at it, hence how she could just flip through pages of books to find a specific page.

So, with how hard the Eldritch were to look at, she galloped around the rest of the circle until she skidded to a halt and back pedaled, finding two Eldritch that fit exactly what she wanted. One was a headless and multi-armed Diamond Dog, holding egg-like gems in its hands while its chest had a jagged and distorted face seemingly carved into it with its heart visible through one eye. Its name was _**"Thhaal Gaaft"**_ and it would cheapen the cost of all the Spirits by nearly five percent.

The other was a Blood-Mist Windigo with frozen-blood armor named _ **Rassan the Ftuniat**_. All in all, the least horrible to look at...but standing in front of it meant the air tasted heavily of blood, making her lose her lunch at the unexpected sensation.

She muttered an apology to the Bloodigo, not wanting to take up too much of its patience. This one would enhance the number of souls she got from her transcendent soul rewards. Apparently, she got more souls just for the fact she transcended, "Discord was right, things will get easier," She said with a small, weak, but ultimately hopeful grin.

She shivered as she felt the blood collecting on her teeth.

She quickly fed an Elder Soul to both of them. _**Thhaal**_ put down one of its massive gems to take the soul and put it in its mouth while _**Rassan**_ just let the flying eyeball float into its red body.

 _ **"Thhaal Gaaft"**_

 **"-4.875% Spirit Costs."**

 _"Level 1, Level 2 Cost: 1 Elder Soul"_

 _ **"Rassan the Ftuniat"**_

 **"+10% Souls Rewarded From Transcendent Power."**

 _"Level 1, Level 2 Cost: 1 Elder Soul."_

"Hmm, most of the Eldritch seem to only cost one soul per level, so far at least," Twilight mused as she walked away from those two. Retracing her steps, she fed the remaining souls to her intended Eldritches. Another in the multi-mouth of the memory Eldritch, The Alicorn eldritch brought its hoof-mouth down on the little thing, and the tatzle-centaur...she didn't want to think about what it did when closed its main mouth on the two souls she gave to it.

 _ **"Asaunung the Living Rftathftathk"**_

 **8% Memory Retention.**

 _"Level 2, Level 3 Cost: 1 Elder Soul."_

 _ **"Gugftx Thhuftg"**_

 **"+3.33% of becoming an Alicorn."**

 _"Level 1, Level 2 Cost: 1 Elder Soul"_

 _ **"Ftuiangftatt the ftunust-breaker"**_

 **"+5% Soul Effect."**

 _"Level 1, Level 2 Cost: 1 Elder Soul."_

Now she had one soul left.

And she didn't think she had the mental energy left to go through them all for a new one.

She stood there for a good five minutes before sighing.

She decided to go to the center of the area and do something both in Discord's style and on his advice.

"Excuse, me, my Lord-and-Lady-Eldritches?" Twilight called loudly.

She could almost feel their curiosity.

"I have had a long, _LONG_ and tiring day. I'm not sure what this whole thing is for you, but I probably want to get this over with more than any of you do," She explained, pausing briefly, "That said, I have one soul left that I don't know what to do with. So, of the ones I haven't looked at- and you know who you are!- could any of you give me a signal if your ability could make these cycles...not easier, but a bit more fun?" She asked hopefully.

There was dead silence in the air.

Then she got an answer, in the form of chomping teeth

A strange, monkey-like creature with a shark grin and bird feet, holding a black-crystal cane with very large spikes coming out of the back and a tail that looked disturbingly like a fresh umbilical cord.

 _ **"Hianan Thala"**_

 **"This Eldritch allows you to unlock additional global-norm forms. Forms include** _ **Biped, Furry, Anthro, Human**_ **, and** _ **Shift**_ **. Setting may be changed between ascensions for free, including back to** _ **Quadruped**_ **. Effects on the cycle may vary."**

 **"All forms cost one Elder Soul, except** _ **Shift. Shift**_ **costs three and can only be unlocked by purchasing the first four."**

 _"Level 0, Level 1 Cost: 1 Elder Soul."_

Twilight raised an eyebrow at that. So, this Eldritch apparently changed the common physiology of sentient life forms, if she was right. Still, she didn't understand any of the new forms besides Biped and Shift. Well, she understood the word furry, but not in context of this.

"...You know what, I'll take a gamble and buy one, but...if you don't mind, I'm going to leave it off for at least the first cycle," Twilight decided curiously, giving the last soul to the monkey-thing. Curiously, the elder flew onto a spike on its back, the umbilical-tail reaching up and seeming to latch on it. Twilight didn't want to think about this eldritch drinking that soul alive, she really didn't.

She blinked and looked down, seeing five see-through orbs in front of her. One was yellow, the others were white. Tilting her head, she touched the yellow one and found an image of herself appear, "Huh, this must by showing my options. Well, at least that's handy," She mused as she moved to the next one. This was obviously Biped, as it looked exactly the same as her current self, except her body was subtly altered to stand on two legs. She also had on socks.

Humming, she went to what she assumed was furry. She rose an eyebrow as this one was much taller and dressed in a sweater and shorts and had large lumps on her chest, "Huh, clothes seem to be more the norm after biped," She mused. The next one, Anthro, was her in a very beautiful dress- her coronation dress if she was right. This form was a bit taller than the last and the form was different, just not enough for Twilight to place it specifically. Then the last...

Twilight blinked and tilted her head at the human her. She had this strange, furless skin, but..."Do humans only wear two black bars?" She asked herself, a bit confused after seeing the more covered versions in Anthro and Furry. Twilight shrugged to herself as she made her pick to the _**Hianan's**_ chomping laughter.

Twilight shivered as she went back to the center, "So...do I leave the maze or do you all do something...?" She asked curiously.

They were silent as the grave.

If Twilight had to explain what happened next, it was like being gently disassembled. Like someone had lovingly took her apart like a precious toy.

Only they left parts of her together this time.

Her eyes and her ears and her voice and her nose and her tongue and her magic were gone. But only some of the memories fell away as she was unmade. Most, but not all. And as if peeling away dust and grime, she could feel others being uncovered.

When Twilight awoke, she didn't remember everything yet.

She was too busy crying her tiny lungs out for her new mother.

But in time, it'd come back to her.

 **Time and Place Unknowable**

In a void, many great things hummed to themselves as they felt the fates shifting. They raised their heads or what passed for heads and followed the disturbance in the threads of reality. The path of the mortal realm had just taken a dark turn, the once bright future shattered and turned to dust.

Even among those most ancient of entities, few could know the cause of this sudden change in the rivers of time.

In that emptiness, The Great Serpent startled itself from its coiled slumber with wide eyes. It floated through the abyss and the throng of spirits made way for it, in fear or respect. It approached the small orb of dirt and water, shimmering just beyond their existence, its grand length practically encircling it. The world's local ball of light illuminated the ancient's enormous face, revealing the coy smirk and the gleaming red eyes as the light reflected off its snaggle tooth. It could feel the barrier around this reality, keeping him temporarily at bay, withering to half its power. It could feel so many entities, even those among his company, lose a power they didn't even know they would have been granted. But most of all, he sensed Her.

And he knew what She had done.

She had sacrificed Her work to move forward. And that could only mean one thing.

Then that terrible being spoke. Spoke words that those among him did not understand. Spoke words that would not even be invented for many ages.

"Thank you, Little Alicorn. I hope you remember me this time, so I can thank you down the line," It whispered with amusement into the world, as if willing her to appear sooner, "This shall be fun...!"

And throughout time and space, just beyond the realm of mortal comprehension, a Mad God's laugh filled all the trembling halls of creation.

 **End of Chapter**

Surprise! Yeah, I already had this chapter mostly done when I post _**The Last Day**_ , but my beta wasn't going to be able to beta everything at once, the chapter was getting long, and this horror show was probably best kept isolated.

Hope you all enjoyed this, and yes, Twilight got some damn good Eldritches. Some, like Hianan, are not out right useful, but are interesting, much like a mod, and have thier advantages once explored.

Anyway, next chapter will be Twilight, a few years into her new life as her memories become coherent in her filly mind as she sees how dark the world originally is. That is not going to be pretty.

Anyway, until next time, and don't let the Eldritch bite you on the way down.

No, Hianan, Asaunung, stay back! Leave them alone...No, you can't eat me either...Because then Twilight doesn't progress anymore...Yeah, that's what I thought.

PS, for the record, some of the eldritch just have small multipliers on their cost.


End file.
